Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 215)

or value of the Credit Agreement or any Note, or any other instrument or document furnished pursuant thereto; (c) makes no

representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the

performance or observance by any Borrower of any of its obligations under the Credit Agreement or any Note, or any other

instrument or document furnished pursuant thereto; and (d) attaches the Note held by the Non-Consenting Lender and requests

that the Administrative Agent exchange such Note for a new Note payable to the order of the Assuming Lender in an amount

equal to the Commitment assumed by the Assuming Lender under the Credit Agreement.

3. The Assuming Lender (a) confirms that it has received a copy of the Credit Agreement, together with

copies of the financial statements referred to in Section 4.01(e) thereof and such other documents and information as it has

deemed appropriate to make its own credit analysis and decision to enter into this Assumption Agreement; (b) agrees that it will,

independently and without reliance upon the Administrative Agent, the Non-Consenting Lender or any other Lender and based on

such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or

not taking action under the Credit Agreement; (c) appoints and authorizes the Administrative Agent to take such action as agent

on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent

by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (d) agrees that it will perform

in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it

as a Lender; (e) confirms that it is an Eligible Assignee; (f) specifies as its Applicable Lending Offices the offices set forth below

its name on the signature page hereof; and (g) attaches any U.S. Internal Revenue Service forms or any certificates required to be

provided by it under Section 2.14 of the Credit Agreement.

4. Following the execution of this Assumption Agreement, it will be delivered to the Administrative Agent for

acceptance and recording by the Administrative Agent. The effective date for this Assumption Agreement (the "Effective Date")

shall be the applicable Extension Date.

5. Upon satisfaction of the applicable conditions set forth in Section 2.17 and in Article III of the Credit

Agreement and upon such acceptance and recording by the Administrative Agent, as of the Effective Date, the Assuming Lender

shall be a party to the Credit Agreement and have all of the rights and obligations of a Lender thereunder and, subject to the

proviso set forth below, the Non-Consenting Lender shall cease to be a party thereto; provided, however, that the Non-Consenting

Lender's rights and obligations under Sections 2.11, 2.14 and 9.04, and its obligations under Section 8.05, of the Credit

Agreement shall survive the assumption of all of the Non-Consenting Lender's rights and obligations under the Credit Agreement

pursuant to this Assumption Agreement as to matters occurring prior to the Effective Date.

6. This Assumption Agreement shall be governed by, and construed in accordance with, the laws of the State

of New York.

Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar

Document Research℠

1 2 ... 210 211 212 213 214 215 216 217 218 219 220 ... 250 251

Pas de commentaire

Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 215